Environmental and social transparency under the ... - ClientEarth

142 | Environmental and social transparency under the Companies Act 2006Annex 6: UK law governing company AGMs | 143A.6.4Proxy rights at company AGMsAs mentioned elsewhere in this review, company AGMs operate as forumsto provide scrutiny to the annual reporting process. This includes theprovision of scrutiny to the company’s management of environmental andsocial matters. As part of this, shareholders regularly appoint individualswho have been affected by company activities (or their representatives) asproxies so that they may attend and make representations to the shareholdersand directors as to the realities of company practices. As proxies,individuals have a range of legal rights at company AGMs.A.6.4.1To attend, speak and votePreviously, many public companies’ articles would not have allowedproxies to speak or vote at meetings. 351 The Companies Act 2006 nowunequivocally provides proxies with the same right to speak at meetingsas the member that appoints them would have had.s324 Rights to appoint proxies(1) A member of a company is entitled to appoint another person as his proxy toexercise all or any of his rights to attend and to speak and vote at a meeting of thecompany.s324A. Obligation of proxy to vote in accordance with instructionsA proxy must vote in accordance with any instructions given by the member by whomthe proxy is appointed.Proxies are entitled to attend, speak and vote at AGMs, to the exact extentthat the shareholder who appointed them would have been. They areobliged to vote in accordance with any instructions given by the memberthat appointed them.A.6.4.2Relating to resolutionsResolutions are voted on at AGMs. 352 If voted on by a show of hands,each member present has one vote, subject to the company’s Articles ofAssociation. 353 Companies will now often choose to conduct voting byelectronic poll at the AGM, in which case voting will take account of specificallocations of voting rights.As we have already seen, under section 324(1), proxies are entitled to thesame voting rights at AGMs as the shareholder that appointed them.s285 Voting by proxy(1) On a vote on a resolution on a show of hands at a meeting, every proxy presentwho has been duly appointed by one or more members entitled to vote on theresolution has one vote.This is subject to subsection (2).(2) On a vote on a resolution on a show of hands at a meeting, a proxy has one votefor and one vote against the resolution if—(a) the proxy has been duly appointed by more than one member entitled tovote on the resolution, and(b) the proxy has been instructed by one or more of those members to vote forthe resolution and by one or more other of those members to vote againstit.(3) On a poll taken at a meeting of a company all or any of the voting rights of amember may be exercised by one or more duly appointed proxies.(4) Where a member appoints more than one proxy, subsection (3) does not authorisethe exercise by the proxies taken together of more extensive voting rights thancould be exercised by the member in person.(5) Subsections (1) and (2) have effect subject to any provision of the company’s articles.Proxies are usually entitled to one vote on a show of hands. If they arerepresenting two or more shareholders who have instructed the proxy tovote in different ways, the proxy has two votes. However, these rights aresubject to the provisions of the company’s articles of association. Wherevoting is conducted by poll at the meeting, proxies may exercise all votingrights of the members that they represent.The Companies Act 2006 does not provide the right for proxies to proposeto move a resolution, as proposing a resolution does not require physicalattendance at the meeting. 354 Therefore this right remains attached to theshareholder only.A.6.5A.6.5.1Transparency requirements for company AGMsInformation to be made available on a websiteThe Shareholders’ Rights Regulations introduced a number of new transparencyrequirements for traded companies in relation to the AGM.